Gregory Izenstark
About Gregory Izenstark
Gregory A. Izenstark is Executive Vice President and Chief Financial Officer of Centuri Holdings (CTRI) since February 2024, after serving as interim CFO from November 2023; prior Centuri roles include Corporate Controller (from July 2014), Vice President Corporate Controller (2018–2021), and SVP Chief Accounting Officer (2021–2023) . Age 45; education includes B.S. in Accounting (Bradley University) and MBA (Lake Forest Graduate School of Business); licensed CPA . Company performance in 2024: cumulative TSR of approximately -14.6% over ~8 months of trading to Dec 29, 2024 ; Adjusted EBITDA declined to $233.5 million in 2024 from $290.3 million in 2023 and free cash flow was $136.8 million, with these metrics driving annual incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact/Scope |
|---|---|---|---|
| Centuri Holdings | EVP, Chief Financial Officer | Feb 2024–Present | Principal financial officer; Sarbanes-Oxley certifications and SEC filings |
| Centuri Holdings | SVP, Interim CFO | Nov 2023–Feb 2024 | Transition leadership of finance function |
| Centuri Holdings | SVP, Chief Accounting Officer | Sep 2021–Nov 2023 | Led accounting and reporting |
| Centuri Holdings | VP, Corporate Controller | Jan 2018–Sep 2021 | Corporate controllership |
| Centuri Holdings | Corporate Controller | Jul 2014–Jan 2018 | Established controllership function |
| CF Industries | Director, Financial Reporting | Aug 2013–Jul 2014 | Directed SEC and financial reporting |
| CF Industries | Manager, Financial Reporting | Oct 2008–Aug 2013 | Managed financial reporting processes |
External Roles
- No external public-company board roles or committee positions disclosed for Mr. Izenstark in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $316,423 | $440,000; increased by $120,000 upon promotion to CFO |
| Target Annual Incentive (% of Salary) | — | 75% ($330,000) |
| Actual Annual Incentive Paid ($) | $300,027 | $283,384 (64.4% of salary; 85.9% of target achievement) |
| All Other Compensation ($) | $65,459 | $74,851 |
| Total Compensation ($) | $1,101,891 | $1,925,593 |
Perquisites and Company Contributions (2024):
- Employer contributions: $40,928
- Perquisites: Car allowance $31,200; executive physical $1,525; life insurance $1,198
- Above-market deferred comp interest: $0 for Mr. Izenstark
Performance Compensation
Annual Incentive Plan (2024)
- Design: Metrics include Adjusted EBITDA, Free Cash Flow (FCF), and safety goals; payouts require at least 50% of target EBITDA and FCF; Adjusted EBITDA weighting 40% .
- Outcomes: Adjusted EBITDA $233.5 million and FCF $136.8 million exceeded threshold; total achievement 85.9% of target translated to 64.4% of salary payout for Mr. Izenstark .
| Metric | Weighting | Target | Actual | Payout Mechanics | Payout Result |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | Not disclosed | $233.5 million | Thresholds applied; ≥50% of target required | Contributed to 85.9% achievement; $283,384 payout |
| Free Cash Flow | — | Not disclosed | $136.8 million | Thresholds applied; ≥50% of target required | Contributed to 85.9% achievement |
| Safety (DART/TRIR) | — | Not disclosed | Not disclosed | Included in plan | Contributed to 85.9% achievement |
Long-Term Incentive (2024)
- Instrument: Performance-based long-term cash awards with one-year performance cycle; ratable vesting over three years if earned (25% on Mar 15, 2025; 25% on Jan 1, 2026; 50% on Jan 1, 2027) .
- Target Opportunity for Mr. Izenstark: 140% of salary ($616,000) .
- Metric: Enterprise Value (EV) defined as Adjusted EBITDA×10 – net debt; adjusted for certain one-time costs; linear interpolation between threshold/target/max .
- 2024 Result: Threshold not met; payout 0% (except CEO pro-rata per separation agreements) .
| Measure | Threshold (mm) | Target (mm) | Maximum (mm) | Actual (mm) | Payout (% of target) |
|---|---|---|---|---|---|
| 1-Year Enterprise Value | 1,492 | 1,755 | 2,106 | 1,361 | 0% |
2024 Equity Grants (RSUs)
- IPO Bonus RSUs: Granted May 10, 2024; 40,404 units; grant date fair value $1,025,858; vest May 12, 2025 (1-year cliff) .
- Special 2023 Southwest RSUs (pre-IPO): Time-lapse RSUs vesting 40/30/30 across Dec 31, 2024/2025/2026 for Mr. Izenstark; remaining tranches 1,538 units vest Dec 31, 2025 and 1,538 units Dec 31, 2026 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 24, 2025) | 5,250 shares; <1% of 88,517,521 shares outstanding |
| Unvested RSUs at FY-end 2024 | 43,481 units; market value $997,757 (at $19.31/share) |
| Options | None outstanding for NEOs at FY-end 2024 |
| Vesting Schedule (selected upcoming) | May 12, 2025: 40,404 shares (IPO RSUs) ; Dec 31, 2025: 1,538 shares (special RSUs) ; Dec 31, 2026: 1,538 shares (special RSUs) |
| Stock Vested in 2024 | 2,051 shares; $145,026 value realized |
| Hedging/Pledging | Company prohibits pledging, hedging/monetization of Company securities |
| Ownership/Deferral Policy | EDCP required NEOs to invest at least 25% of annual incentive in LTCIP Fund until meeting investment requirement (1× salary for non-CEO NEOs); LTCIP phased out in 2024 |
Insider selling pressure considerations:
- One-year cliff vest for 40,404 IPO RSUs on May 12, 2025 may create near-term supply risk if sales occur around vest date .
Employment Terms
- Employment Agreement: Two-year term with automatic renewal; non-compete and non-solicit during employment and for two years post-employment; confidentiality and non-disparagement provisions; clawback policies compliant with listing rules .
- Severance (without cause/for good reason): Lump sum 2× base salary; unpaid prior-year incentive; continued health/dental/vision at employee rates for two years; estimated for Mr. Izenstark at Dec 29, 2024: base salary $880,000; incentive compensation $283,384; welfare benefits $58,842; no LTI acceleration .
- Change-in-Control (Double Trigger) Economics (assumed Dec 29, 2024): Salary $880,000; incentive compensation $1,892,000 (100% of target for prior year and 24 months following termination); welfare benefits $61,619; LTI acceleration $1,796,457; outplacement $30,000; total $4,660,076 .
- Disability Severance: One year of base salary ($440,000) .
| Scenario | Salary ($) | Incentive ($) | Welfare ($) | LTI Acceleration ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | 880,000 | 283,384 | 58,842 | — | — | 1,222,226 |
| Disability | 440,000 | — | — | — | — | 2,519,841 (includes vesting values as disclosed) |
| Death | — | — | — | — | — | 2,079,841 (includes vesting values as disclosed) |
| Change-in-Control (Double Trigger) | 880,000 | 1,892,000 | 61,619 | 1,796,457 | 30,000 | 4,660,076 |
Other relevant documents:
- CFO responsibilities evidenced by 10-Q Section 302 and 906 certifications and 8-K signings .
- Capital markets engagement: Signed November 2025 Letter Agreement providing registration rights to Icahn funds for a $75 million private placement .
Investment Implications
- Pay-for-performance alignment: Annual incentive tied to Adjusted EBITDA/FCF/safety paid at 64.4% of salary on 85.9% achievement, while long-term EV metric missed and paid zero—suggests discipline on long-term metrics and reduces risk of windfall payouts when value creation targets are not met .
- Near-term vesting event: 40,404 IPO RSUs vest May 12, 2025; monitor Form 4s for potential selling pressure and insider activity around that date .
- Ownership alignment and risk controls: Beneficial ownership is modest (5,250 shares; <1%), but unvested RSUs (43,481) provide alignment; prohibitions on hedging/pledging and presence of clawbacks mitigate governance risks .
- Retention and CIC economics: Two-year non-compete/non-solicit and severance of 2× salary outside CIC reduce abrupt departure risk; CIC double-trigger total of ~$4.66 million indicates meaningful protection, but equity acceleration is conditional on double trigger, limiting unintended windfalls .
- Execution track record: 2024 TSR (-14.6%) and Adjusted EBITDA decline reflect transitional IPO year; CFO’s role in certifications and capital markets agreements demonstrates engagement with financial controls and financing strategy—monitor 2025 incentive design and performance trajectory for improvement .